FY2026-70 LTP Wet Testing 2026 with Spheros Environmental Group ParentS P F I E R A'alr'S
ENVIRONMENTAL
PROJECT QUOTATION
CLIENT: Kodiak Island
PROJECT: Kodiak Island Semi -Annual NPDES Testing 2026
BIDDER: Michelle Bennett
Assumptions:
1 Sample shipping supplies will be provided.
CLIENT PM:
Carl Royall
DATE OF BID:
2/23/2026
REFERENCE:
PG2347
2 Testing will include reference toxicant test to assess organism sensitivity.
3 Testing will include a data report, statistical package, and CETIS Export File (if requested).
4 Cancellations within 48 hours of scheduled performance will incur a 50% cancellation fee for the respective
tasks.
5 Payment Terms: Net 30 days; credit cards accepted and are subject to a 3% convenience fee.
BID SUMMARY
Task
Unit Cost
CHRONIC: Fathead minnow (Pimephales promelas) 7 -day survival and growth static -renewal test.
$2,790
Dilution series.
Annual Total
CHRONIC: Daphnid (Ceriodaphnia dubia) 6 -7 -day survival and reproduction static -renewal test.
$2,820
Dilution series.
*Sample Kit Shipment to Kodiak, AK: 3 coolers with 1 x 10L cubitainer in each
$450
*Sample delivery from SETAC airport: Delivery Logistics, a third party service provider. Associated
$1,300
costs will be amended to the final invoice. 3 samples
*Estimated costs provided; actual costs will be invoiced
Permit Cycle Summary
Summer Total
$7,360
Winter Total
$7,360
Annual Total
$14,720
SAMPLING:
Samples should be either a 24-hour composite sample (if proper equipment and staffing is available) or a grab sample
collected at a discrete time (as specified in the Permit). Samples should be maintained and shipped on ice, such that the
temperature is 0 — 6 degrees Celsius upon receipt. The sample holding time objective is 36 hours (from the time of the final
collection event) for the whole effluent toxicity tests.
Three (3) effluent samples collected every -other day will be required to provide test solution for initiation and renewals of
the chronic bioassays. A recommended shipping schedule should include shipping on a Wednesday, Thursday, and
Monday, with sample deliveries on the following day via overnight courier. An alternate schedule may also be arranged if
desired.
Port Gamble Lab: 4770 NE View Drive, Port Gamble, WA98364
Headquarters: 1221 Auraria Parkway, Denver, CO 80204
www.spherosenvironmental.com 2
SPHER4S
ENVIRONMENTAL
PROJECT QUOTATION
SAMPLING SCHEDULE:
Sample 1
Sample 2
Sample 3
Shipping Wednesday
Shipping Thursday
Shipping Monday
10 Liters
10 Liters
10 Liters
Please provide courier tracking information via email after shipment of samples.
CHRONIC: Three (3) effluent samples will be required to provide sufficient volume for test initiation and required test
solution renewals for the chronic bioassays.
EFFLUENT VOLUMES:
Component
Liters (L) of Sample
# of Samples per
Test
Chronic Toxicity: Fathead Minnow 7 -day Survival and Growth Static
Renewal Test
10
3
Chronic Toxicity: Ceriodaphnia dubia 7 -day Survival and
Reproduction Static Renewal Test
Standard Terms and Conditions
Terms and Conditions are set forth on the following pages of this Agreement.
The parties hereto execute this Agreement effective as of the date shown above.
Spheros Environmental
By:
Printed Name: egina Edwards
CLIENT: Kodiak Island
By:
Printed Name: Aimee Williams
Title: ECOtOxicOlOgy Dept. ManagerTitle: Borough Manager
Date: 3/25/2026 Date: 3/24/2026
Billing Address: _710 Mill Bay Road. Kodiak. AK 99615
Accounting POC Name: EF Secretary ( Jessica Basuel, Brian Price or Patricia Valerio)
Email Address for Invoice: EFsecretary@kodiakak.us
Port Gamble Lab: 4770 NE View Drive, Port Gamble, WA 98364
Headquarters: 1221 Auraria Parkway, Denver, CO 80204
www.spherosenvironmental.com
4
SP H E R P46 GENERAL TERMS AND CON
ENVIRONMENTAL
I. APPLICABILITY. These terms and conditions for services
(these "Terms") are the only terms that govern the provision of
services by Spheros Environmental Group Parent, Inc. ("Spheros
Environmental") to name of the customer ("Client" and together
with Spheros Environmental, the "Parties" and each, a "Party") set
forth on the accompanying order confirmation, letter, statement of
work, or purchase order (the "Order Confirmation"). The Order
Confirmation and these Terms (collectively, this "Agreement")
comprise the entire agreement between the Parties, and supersede
all prior or contemporaneous understandings, agreements,
negotiations, representations and warranties, and communications,
both written and oral. In the event of any conflict between these
Terms and the Order Confirmation, these Terms shall govern, unless
the Order Confirmation expressly states that the terms and
conditions of the Order Confirmation shall control. These Terms
prevail over any of Client's general terms and conditions regardless
of whether or when Client has submitted its request for proposal,
order, or such terms. Provision of services to Client does not
constitute acceptance of any of Client's terms and conditions and
does not serve to modify or amend these Terms. This Agreement
may not be modified except by an amendment in writing, signed
by both Parties.
II. SERVICES; PERFORMANCE DATES. Spheros
Environmental shall provide the services to Client as described in
the Order Confirmation (the "Services") in accordance with these
Terms. Spheros Environmental shall use reasonable efforts to meet
any performance dates specified in the Order Confirmation, and
any such dates shall be estimates only.
III. CLIENT'S ACTS OR OMISSIONS. If Spheros
Environmental's performance of its obligations is delayed or
prevented by any act or omission of Client or its agents,
subcontractors, consultants, or employees, Spheros Environmental
shall not be deemed in breach of its obligations under this
Agreement or otherwise liable for any costs, charges, or losses
sustained by Client to the extent arising directly or indirectly from
such prevention or delay.
IV. COMPENSATION. For the performance of the Services,
Client agrees to pay, and Spheros Environmental agrees to accept,
compensation set forth in the Order Confirmation. Spheros
Environmental will be compensated in US dollars for its Services on
a time -and -materials or fixed-price basis. Spheros Environmental's
estimate of the cost for its Services is based on the information
provided by Client, and rates, reimbursable expenses, and
management fees made a part of the Agreement. Client shall be
responsible for all sales, use, and excises taxes, and any other
similar taxes, duties, and charges of any kind imposed by any
federal, state, or local governmental entity. Client agrees to
reimburse Spheros Environmental for all reasonable travel and out-
of-pocket expenses incurred by Spheros Environmental in
connection with the performance of the Services. In the event that
the Services occur over more than one (1) calendar year or the
Services start date is delayed more than ninety (90) days due to
factors outside of Spheros Environmental's sole control, Spheros
Environmental may, without the approval of Client, increase its
rates by the greater of: (a) five percent (5%) or (b) the United States
Department of Labor, Bureau of Labor Statistics consumer price
DITIONS FOR SERVICES
index. Spheros Environmental will provide reasonable advance
notice to Client prior to any potential rate increase. Invoices are
submitted routinely, but no more than monthly, for time and
expenses incurred or in the event of a fixed price contract as
determined by the scope of work and applicable milestone for the
percent of work completed. Terms of payment are net thirty (30)
days. Overdue accounts are subject to an interest charge of one
and a half percent (1.5%) per month and services may stop
whenever payment is overdue more than sixty (60) days. Either
Party may, at any time and from time to time during the term of
this Agreement, request a change to the Services (each, a
"Change"). Upon receipt of a request for any Change from Client,
Spheros Environmental shall prepare and deliver to Client a
proposal regarding the effect that such Change would have on (i)
the cost of the Services, (ii) the timing for performance of the
Services; and (iii) any other material aspect of this Agreement.
Client and Spheros Environmental shall agree in writing on the
terms applicable to any Change (each, a "Change Order"). Spheros
Environmental may charge for the time it spends assessing and
documenting a change request from Client on a time and materials
basis. Spheros Environmental shall not implement any Change, and
shall not be entitled to compensation for Services performed in
respect of any Change, unless a Change Order in respect of such
Change has been executed by both Parties. In the event that
Spheros Environmental seeks any change to the Services such that
the cost, scope, or schedule is impacted, Spheros Environmental
shall within seven (7) days, notify Client in writing of the Change
and promptly prepare and deliver to Client a proposal regarding
the effect that such Change would have on (1) the cost of the
Services, (2) the timing for performance of the Services and (3) any
other material aspect of this Agreement. Notwithstanding this
Section IV, Spheros Environmental may change the Services
without the consent of Client provided that such changes do not
materially affect the nature or scope of the Services, or the fees or
any performance dates.
V. OWNERSHIP OF DOCUMENTS. All intellectual property
rights, including copyrights, patents, patent disclosures and
inventions (whether patentable or not), trademarks, service marks,
trade secrets, know-how and other confidential information, trade
dress, trade names, logos, corporate names, and domain names,
together with all of the goodwill associated therewith, derivative
works and all other rights (collectively, "Intellectual Property
Rights") in and to all documents, work product, and other materials
that are delivered to Client under this Agreement or prepared by
or on behalf of Spheros Environmental in the course of performing
the Services, including any items identified as such in the Order
Confirmation (collectively, the "Deliverables") except for any
Confidential Information (as defined in Section VI) of Client or
Client materials shall be owned by Spheros Environmental. Spheros
Environmental hereby grants Client a license to use all Intellectual
Property Rights free of additional charge and on a non-exclusive,
worldwide, non -transferable, non-sublicensable, fully paid-up,
royalty -free, and perpetual basis to the extent necessary to enable
Client to make reasonable use of the Deliverables and the Services.
The Client shall not re -use or make any modification to Spheros
Environmental's designs, documents or work product without the
prior written authorization of Spheros Environmental, and any such
SPHERES
ENVIRONMENTAL
authorized use or modification shall be at the sole risk of Client with
no liability to Spheros Environmental.
VI. CONFIDENTIALITY. From time to time during the term of
this Agreement, either Party (as the "Disclosing Party") may disclose
or make available to the other Party (as the "Receiving Party"), non-
public, proprietary, and confidential information of Disclosing Party
(whether or not marked, designated, or otherwise identified as
"confidential") in connection with the Services ("Confidential
Information"); provided, however, that Confidential Information
does not include any information that: (a) is or becomes generally
available to the public other than as a result of Receiving Party's
breach of this Section VI; (b) is or becomes available to the
Receiving Party on a non -confidential basis from a third -party
source, provided that such third party is not and was not prohibited
from disclosing such Confidential Information; (c) was in Receiving
Party's possession prior to Disclosing Party's disclosure hereunder;
or (d) was or is independently developed by Receiving Party
without using any Confidential Information. Spheros
Environmental's Confidential Information shall include the Services
performed hereunder and the nature or results of the work
performed hereunder. The Receiving Party shall: (i) protect and
safeguard the confidentiality of the Disclosing Party's Confidential
Information with at least the same degree of care as the Receiving
Party would protect its own Confidential Information, but in no
event with less than a commercially reasonable degree of care; (ii)
not use the Disclosing Party's Confidential Information, or permit it
to be accessed or used, for any purpose other than to exercise its
rights or perform its obligations under this Agreement; and (iii) not
disclose any such Confidential Information to any person or entity,
except to the Receiving Party's Group who need to know the
Confidential Information to assist the Receiving Party, or act on its
behalf, to exercise its rights or perform its obligations under this
Agreement. The Receiving Party shall be responsible for any breach
of the confidentiality and non-use obligations contained herein by
the Receiving Party's Group. If the Receiving Party is required by
applicable law or legal process to disclose any Confidential
Information, it shall, prior to making such disclosure, use
commercially reasonable efforts to notify Disclosing Party of such
requirements to afford Disclosing Party the opportunity to seek, at
Disclosing Party's sole cost and expense, a protective order or other
remedy. For purposes of this Section VI only, "Receiving Party's
Group" shall mean the Receiving Party's affiliates and its or their
employees, officers, directors, shareholders, partners, members,
managers, agents, independent contractors, service providers,
sublicensees, subcontractors, attorneys, accountants, and financial
advisors. The terms of this Section VI shall survive and remain in
force after any termination or expiration of this Agreement.
VII. HEALTH AND SAFETY. Spheros Environmental has full
responsibility for safety of its employees and agents, including
providing appropriate safety equipment for its field personnel. In
performance of the work, Spheros Environmental shall (a) comply
with applicable federal, state and local statutes, regulations and
ordinances regarding health and safety, and (b) prepare and
comply with its own Health and Safety Plan, as well as any Health
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and Safety Plan prepared by Client and delivered to Spheros
Environmental prior to commencement of the Services for the site.
VIII. SITE ENVIROMENTAL CONDITIONS. Client shall furnish or
make available to Spheros Environmental such documents and
information that relate to the identity, location, quantity, nature, or
characteristics of any petroleum products, hazardous materials or
asbestos at, on, or under the site. If, at any time, evidence of the
existence or possible existence of such substances is discovered,
Spheros Environmental reserves the right to stop work and
renegotiate any consulting agreement and, the fees for our services
and our continued involvement in the project. Spheros
Environmental will promptly notify Client of any unanticipated
hazardous materials or suspected hazardous materials it discovers.
In the event that Spheros Environmental removes any pre-existing
materials, Spheros Environmental may, but not shall be required to,
assist the Client in characterization and handle the pre-existing
materials in accordance with applicable federal, state and local
laws, rules, regulations and ordinances. Client shall be responsible
for signing any manifest that may be required to ship pre-existing
hazardous materials off site. At no time whatsoever shall Spheros
Environmental be considered or assume the responsibilities of a
generator of any pre-existing petroleum, chemical or hazardous
material located on or about the site where the work is performed.
The discovery of hazardous materials or suspected hazardous
materials may make it necessary for Spheros Environmental to take
immediate measures to protect human health and safety and/or
the environment. Client agrees to compensate Spheros
Environmental for the cost of any and all measures that, in our
professional onsite judgment are justified to preserve and protect
the health and safety of our personnel, Client's employees and/or
the public, and/or the environment. In addition, Client waives any
claims against Spheros Environmental and, to the full extent
permitted by law, agrees to indemnify, defend and hold Spheros
Environmental harmless from any and all claims, damages and
liability, including but not limited to cost of defense, in any way
connected with petroleum products, hazardous materials or
asbestos.
RCRA Compliance. Client shall be responsible for complying
with the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901 et. seq. ("RCRA") and its implementing regulations in
connection with Spheros Environmental's work under this
Agreement. Client may request Spheros Environmental's assistance
in meeting its RCRA and other similar waste management
obligations, including analytical testing to assist Client in proper
characterization of waste, identifying potential transporters and
disposal facilities forwaste (provided that Client shall make the final
selection of both the transporter and disposal facility), entering into
subcontracts or purchase order arrangements with the transporters
and/or disposal facilities selected by Client, and preparing
manifests for the Client's approval and execution. Client agrees
that, by virtue of providing these services, Spheros Environmental
shall not be deemed a "generator" or a party who "arranges" for
the "transportation," "treatment" or "disposal" of any "hazardous
waste" or "hazardous substance" (as those terms are defined in the
Comprehensive Environmental Response Compensation and
Liability Act or "CERCLA", 42 U.S.C. Section 9601). Client agrees to
SPHIERi-drlS
ENVIRONMENTAL
SPHERES
ENVIRONMENTAL
indemnify, defend and hold Spheros Environmental, its directors,
officers, employees and agents, harmless from and against any and
all damages, claims, demands, judgments, obligations, liabilities,
any costs (including reasonable attorneys' and expert fees) relating
to: (1) Spheros Environmental's work in assisting Client with its
RCRA obligations; and (2) the generation, arrangement,
transportation, treatment, and disposal of hazardous substances or
hazardous waste generated by the field activities conducted for
Client.
IX. CLIENT OBLIGATIONS AND SITE ACCESS. Client shall at
its cost and at such times as may be required by Spheros
Environmental for the successful and timely completion of Services:
(a) provide unimpeded and timely access to any site, including third
party sites if required (b) provide an adequate area for Spheros
Environmental's site office facilities, equipment storage, and
employee parking; (c) furnish all construction utilities and utilities
releases necessary for the Services; (d) provide the locations of all
subsurface structures, including piping, tanks, cables, and utilities;
(e) approve all locations for digging and drilling operations; (f)
obtain all permits and licenses which are necessary and required to
be taken out in Spheros Environmental's name for the Services; (g)
cooperate with Spheros Environmental in all matters relating to
Services; and (h) respond and provide promptly to any Spheros
Environmental requests for information, material, authorizations,
approvals, or other items reasonably necessary to provide or
complete Services. Spheros Environmental will not be liable for
damage or injury arising from damage to subsurface structures that
are not disclosed in writing to Spheros Environmental in connection
with its work.
Reporting Requirements. Client may be required under
federal, state or local statutes or regulations to report the results of
Spheros Environmental's services to appropriate regulatory
agencies. Spheros Environmental is not responsible for advising
Client about its reporting obligations and Client agrees that it shall
be responsible for all reporting, unless Spheros Environmental has
an independent duty to report under applicable law. In those
situations, Spheros Environmental will provide Client with advance
notice that Spheros Environmental believes that it has an obligation
to report as well as the substance of the report it intends to make.
X. COST ESTIMATES. If included in the Services, Spheros
Environmental will provide cost estimates based upon Spheros
Environmental's experience on similar projects, which are not
intended for use by Client or any other party in developing firm
budgets or financial models, or in making investment decisions.
Such cost estimates represent only Spheros Environmental's
judgment as a professional and, if furnished, only for Client's
general guidance and are not guaranteed as to accuracy.
XI. LIMITED WARRANTY AND REMEDIES. Spheros
Environmental represents and warrants to Client that it shall
perform the Services with the standard of care, diligence and skill
ordinarily exercised by firms providing similar services and in
accordance with generally recognized industry standards. Spheros
Environmental shall furnish all tools, labor, and supplies in such
quantities and of the proper quality to professionally and timely
Spheros Environmental I www.spherosenvironmental.com I Page 3
perform the Services. Spheros Environmental shall not be liable for
a breach of the warranty set forth in this Section XI unless Client
gives written notice of the defective Services, reasonably described,
to Spheros Environmental within thirty (30) days of the time when
Client discovers or ought to have discovered that the Services were
defective. Subject to the foregoing, Spheros Environmental shall, in
its sole discretion, either (a) repair or re -perform such Services; or
(b) credit or refund the price of such Services at the pro rata
contract rate. THE REMEDIES SET FORTH IN THIS SECTION XI SHALL
BE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND SPHEROS
ENVIRONMENTAL'S ENTIRE LIABILITY FOR ANY BREACH OF THE
LIMITED WARRANTY SET FORTH HEREIN.
XII. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE
WARRANTY SET FORTH IN SECTION XII ABOVE, SPHEROS
ENVIRONMENTAL MAKES NO WARRANTY WHATSOEVER WITH
RESPECT TO THE SERVICES, INCLUDING ANY (a) WARRANTY OF
MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d)
WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR
IMPLIED BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
XIII. INDEPENDENT CONTRACTOR. Spheros Environmental is
an independent contractor, and is responsible for the means and
methods of carrying out the scope of services and for the safety of
its employees and agents. Spheros Environmental retains the right
to require that the services provided by Spheros Environmental
meet specific standards without regard to the manner and means
of accomplishment thereof. Nothing contained in this Agreement
shall be construed as creating any agency, partnership, joint
venture or other form ofjoint enterprise, employment, or fiduciary
relationship between the Parties, and neither Party shall have
authority to contract for or bind the other Party in any manner
whatsoever.
XIV. INDEMNIFICATION. Client agrees, to the fullest extent
permitted by law, to defend, indemnify, and hold harmless Spheros
Environmental and their respective officers, directors and
employees against damages, liabilities or costs, including
reasonable attorneys' fees and defense costs, arising out of or
resulting from (a) bodily injury, death of any person, or damage to
real or tangible, personal property resulting from negligent or
willful acts or omissions of Client and (b) Client's breach of any
representation, warranty, or obligation of Client in this Agreement.
This Section XIV shall survive the expiration or termination of this
Agreement.
XV. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY
FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR
DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER
OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO
SPHIER0-5201S
ENVIRONMENTAL
SPHERES
ENVIRONMENTAL
EVENT SHALL SPHEROS ENVIRONMENTAL'S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE
AGGREGATE AMOUNTS PAID OR PAYABLE TO SPHEROS
ENVIRONMENTAL PURSUANT TO THE APPLICABLE ORDER
CONFIRMATION.
XVI. INSURANCE. Spheros Environmental shall procure and
maintain the following insurance throughout the term of this
Agreement: (a) Commercial General Liability; (b) Automobile
Liability; (c) Workers' Compensation and Employer's Liability; and
(d) Professional Liability.
XVII. FORCE MAJEURE. Neither Party shall be liable nor deemed
to be in default for any delay or failure in performance under this
Agreement resulting from the acts of God, civil or military authority,
material change of law, acts of public enemy, war, accidents, fires,
explosions, earthquakes, floods, failure of transportation, regional
emergencies, strikes or other industrial interruptions by either
Party's employees, or any similar or dissimilar cause beyond the
reasonable control of either Party. The impacted Party shall resume
the performance of its obligations as soon as reasonably
practicable after the removal of the cause. In the event that the
impacted Party's failure or delay remains uncured for a period of
fifteen (15) consecutive days following written, either Party may
thereafter terminate this Agreement upon twenty (20) days' written
notice.
XVIII. NOTICE. Any notice to be given hereunder by either Party
to the other, shall be in writing and addressed to the Parties at the
addresses set forth in the Order Confirmation or to such other
address that may be designated by the receiving Party in writing.
All notices shall be deemed given when delivered (a) in person, (b)
by certified mail, return receipt requested, (c) by commercial
courier that provides a receipt of delivery, or (d) by email when the
receiving Party acknowledges receipt.
XIX. TERMINATION FOR CONVENIENCE. Either Party may
terminate all or part of this Agreement for its convenience and
without cause upon giving the other Party not less than thirty (30)
days written notice. In such event, Spheros Environmental shall be
compensated for the Services competently performed up to and
including the date of termination.
XX. TERMINATION FOR DEFAULT. Either Party may terminate
this Agreement for cause upon giving the other Party not less than
ten (10) days written notice for any of the following reasons: (a)
substantial failure by the other Party to perform in accordance with
the terms of this Agreement and through no fault of the
terminating Party, including lack of payment by Client; (b)
assignment of this Agreement or transfer of the project by either
Party to any other entity without prior written consent of the other
Party; (c) suspension of the project or of the Services for more than
ninety (90) days, consecutive or in the aggregate; (d) material
changes in the conditions under which this Agreement was entered
into, the Services or the nature of the project, and the failure of the
Parties to reach agreement on the compensation; or (e) Client
becomes insolvent or files a petition for bankruptcy. Either Party
shall have a period of ten (10) business days from the notice of
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noncompliance and threatened termination to cure or correct the
default. If this Agreement is terminated following default by
Spheros Environmental, Client is relieved of any unpaid payment
obligations owed Spheros Environmental for services performed
after the default. If this Agreement is terminated following default
by Client, Client shall be liable to Spheros Environmental for all
unpaid compensation for Services, as well as any collection fees
associated with the collection of said compensation including but
not limited to, attorneys' fees, court costs, and other related
expenses up to and including the termination date.
XXI. ASSIGNMENT. Client shall not assign this Agreement
without the prior written consent of Spheros Environmental. Any
purported assignment or delegation in violation of this Section XXI
is null and void. No assignment or delegation relieves Client of any
of its obligations under this Agreement.
XXII. ANTI -DISCRIMINATION. The Parties hereby incorporate
the requirements of 41 C.F.R. § 60-1.4(a) and 29 C.F.R. § 471,
Appendix A to Subpart A, if applicable. Spheros Environmental and
Client shall also abide by the requirements of 41 CFR 60-300.5(a)
and 41 CFR 60-741.5(a), if applicable. These regulations prohibit
discrimination against qualified protected veterans and qualified
individuals with disabilities and require affirmative action by
covered prime contractors and subcontractors to employ and
advance in employment qualified protected veterans and qualified
individuals with disabilities.
XXIII. ENFORCEMENT AND WAIVER. The failure of either Party
in any one or more instances to insist upon strict performance of
any of the terms and provisions of this Agreement, shall not be
construed as a waiver of the right to assert any such terms and
provisions on any future occasion or of damages caused thereby.
XXIV. CHOICE OF LAW; JURISDICTION. This Agreement shall be
administered and interpreted under the laws of the State of
Colorado without giving effect to any choice or conflict of law
provision. Subject to Section XXVIII, any legal suit, action, or
proceeding arising out of or relating to this Agreement shall be
instituted in the federal courts of the United States of America or
the courts of the State of Colorado, and each Party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit,
action, or proceeding.
XXV. SEVERABILITY. If any of the provisions of this Agreement
shall be invalid or unenforceable, such invalidity or unenforceability
shall not invalidate or render unenforceable the entire Agreement,
but rather the entire Agreement shall be construed as if not
containing the particular invalid or unenforceable provision or
provisions, and the rights and obligations of the Party shall be
construed and enforced accordingly, to effectuate the essential
intent and purposes of this Agreement.
XXVI. NONEXCLUSIVE NATURE. This Agreement is not exclusive.
Spheros Environmental is free to provide similar services or
deliverables to others. Client makes no representations or
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warranties as to a minimum or maximum procurement of services
hereunder.
XXVII. SURVIVAL. Provisions of these Terms, which by their nature
should apply beyond their terms, will remain in force after any
termination or expiration of this Agreement including, but not
limited to, the following provisions: Confidentiality, Disputes,
Compensation, Ownership of Documents, Insurance, and Survival.
XXVIII. DISPUTES. In an effort to resolve any conflicts that may
arise, Client and Spheros Environmental agree to resolve any claims
or disputes related to this Agreement, in an amicable, professional,
and expeditious manner so as to avoid unnecessary disruptions
and delays to the Services. For any claim or dispute the Parties shall
first attempt to resolve such claim or dispute through discussions
between Client's and Spheros Environmental's designated
representatives. If any such claim or dispute is not resolved through
such discussions, the responsible executive of each Party, who shall
possess the authority to resolve such matter, shall attempt to
resolve such claim or dispute. Either Party may initiate discussions
by written notice to the other Party setting forth the subject of the
claim or dispute and the resolution sought. The Party in receipt of
such notice shall respond within five (5) business days with a
written statement of its position on, and recommended solution to,
the claim or dispute. If the claim or dispute is not resolved by this
exchange of correspondence, then the responsible senior
executives of each Party shall meet at a mutually agreeable time
and place within ten (10) business days from the Party's response
in an attempt to resolve the claim or dispute. Any claims or disputes
between the Parties arising out of or relating to this Agreement,
which have not been resolved in accordance with the procedures
set forth in this Section XXVIII shall be submitted to nonbinding
mediation unless the Parties mutually agree otherwise. Each Party
shall pay for its own costs and one-half the cost of a mutually
acceptable mediator. In the event mediation is not successful, the
claims or disputes between the Parties shall subject to litigation in
a court of competent jurisdiction in the State of Colorado. The
Parties irrevocably consent to the personal jurisdiction of said
courts and waive any and all defenses of forum non conveniens,
improper venue, or lack of personal jurisdiction.
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